Statement of Ownership (sc 13g)
April 24 2018 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No.)*
Adamas
Pharmaceuticals, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
April
19, 2018
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
The remainder of this cover
page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
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Broadfin Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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|
|
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5.
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SOLE VOTING POWER
|
|
|
|
|
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0
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6.
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SHARED VOTING POWER
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|
|
|
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1,439,553
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|
7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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|
|
|
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1,439,553
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|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
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1,439,553
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|
|
|
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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5.37%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, IA
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1.
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NAME
OF REPORTING PERSONS
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I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Broadfin Healthcare
Master Fund, Ltd.
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|
|
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2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [_]
|
|
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(b) [X]
|
|
|
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE
OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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|
|
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5.
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SOLE VOTING POWER
|
|
|
|
|
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0
|
|
|
|
|
6.
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SHARED VOTING POWER
|
|
|
|
|
|
1,439,553
|
|
|
|
|
7.
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SOLE DISPOSITIVE
POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE
POWER
|
|
|
|
|
|
1,439,553
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
1,439,553
|
|
|
|
|
10.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
[_]
|
|
|
|
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
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5.37%
|
|
|
|
|
12.
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
CO
|
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1.
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NAME OF REPORTING PERSONS
|
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
|
|
|
Kevin Kotler
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
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SEC USE ONLY
|
|
|
|
|
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
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United States of America
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|
|
|
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
1,439,553
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,439,553
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
1,439,553
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[_]
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
|
|
|
5.37%
|
|
|
|
|
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
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IN, HC
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Item 1.
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(a).
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Name of Issuer:
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Adamas
Pharmaceuticals, Inc.
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(b).
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Address of Issuer's Principal Executive
Offices:
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1900 Powell Street, Suite 750
Emeryville, CA 94608
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Item 2.
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(a).
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Name of Person Filing:
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|
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Broadfin Capital, LLC
Broadfin Healthcare Master
Fund, Ltd.
Kevin Kotler
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(b).
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Address of Principal Business Office,
or if None, Residence:
|
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Broadfin Capital, LLC
300 Park Avenue, 25
th
Floor
New York, New York 10022
United States of America
Broadfin Healthcare Master
Fund, Ltd.
20 Genesis Close
Ansbacher House, Second Floor
P.O. Box 1344
Grand Cayman KY1-1108
Cayman Islands
Kevin Kotler
c/o Broadfin Capital, LLC
300 Park Avenue, 25
th
Floor
New York, New York 10022
United States of America
|
|
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(c)
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Citizenship:
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|
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Broadfin Capital, LLC –
Delaware
Broadfin Healthcare Master
Fund, Ltd. – Cayman Islands
Kevin Kotler – United
States of America
|
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(d).
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Title of Class of Securities:
|
|
|
|
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Common
Stock, par value $0.001 per share
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|
|
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(e).
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CUSIP Number: 00548A106
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Item 3.
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This Statement is filed pursuant
to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered under Section
15 of the Exchange Act (15 U.S.C. 78c).
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of
the Exchange Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in Section
3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under Section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment
fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
|
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
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(a)
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Amount beneficially owned:
|
|
|
|
|
|
Broadfin Capital, LLC –
1,439,553
Broadfin Healthcare Master
Fund, Ltd. – 1,439,553
Kevin Kotler – 1,439,553
|
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(b)
|
Percent of class:
|
|
|
|
|
|
Broadfin Capital, LLC –
5.37%
Broadfin Healthcare Master
Fund, Ltd. – 5.37%
Kevin Kotler – 5.37%
|
|
|
|
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(c)
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Number of shares as to which
the person has:
|
|
|
|
|
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(i)
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Sole power to vote or to direct the vote
|
|
|
|
|
|
Broadfin Capital, LLC –
0
Broadfin Healthcare Master
Fund, Ltd. – 0
Kevin Kotler – 0
|
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(ii)
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Shared power to vote or to direct the
vote
|
|
|
|
|
|
Broadfin Capital, LLC –
1,439,553
Broadfin Healthcare Master
Fund, Ltd. – 1,439,553
Kevin Kotler – 1,439,553
|
|
|
|
(iii)
|
Sole power to dispose or to direct the
disposition of
|
|
|
|
|
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Broadfin Capital, LLC –
0
Broadfin Healthcare Master
Fund, Ltd. – 0
Kevin Kotler – 0
|
|
|
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(iv)
|
Shared power to dispose or to direct the
disposition of
|
|
|
|
|
|
Broadfin Capital, LLC –
1,439,553
Broadfin Healthcare Master
Fund, Ltd. – 1,439,553
Kevin Kotler – 1,439,553
|
|
|
|
|
|
|
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Item 5.
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Ownership of Five Percent
or Less of a Class.
|
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
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N/A
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Item 6.
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Ownership of More Than Five
Percent on Behalf of Another Person.
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If any other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this item and, if such interest relates to more than five percent
of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is
not required.
|
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N/A
|
Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
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If a parent holding company or control
person has filed this schedule, pursuant to Rule §240.13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of
the relevant subsidiary.
|
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|
See
Exhibit A attached hereto.
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Item 8.
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Identification and Classification
of Members of the Group.
|
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|
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If a group has filed this schedule pursuant
to
§
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this
schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
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Item 9.
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Notice of Dissolution of Group.
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|
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Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
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Item 10.
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Certification.
|
|
|
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
|
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|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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April
24, 2018
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(Date)
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BROADFIN CAPITAL,
LLC*
|
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By:
/s/ Kevin Kotler
|
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(Signature)
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Kevin
Kotler, Managing Member
|
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(Name/Title)
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April
24, 2018
|
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(Date)
|
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BROADFIN
HEALTHCARE
MASTER
FUND, LTD.
By:
/s/ Kevin Kotler
|
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(Signature)
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Kevin
Kotler, Director
|
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(Name/Title)
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April
24, 2018
|
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(Date)
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By:
/s/ Kevin Kotler*
|
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(Signature)
|
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Kevin
Kotler
|
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(Name/Title)
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*The Reporting Persons disclaim beneficial
ownership in the shares reported herein except to the extent of their pecuniary interest therein.
The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence
of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
AGREEMENT
The undersigned
agree that this Schedule 13G dated April 24, 2018 relating to the Common Stock, par value $0.001 per share of
Adamas
Pharmaceuticals, Inc.
shall be filed on behalf of the undersigned.
|
April
24, 2018
|
|
(Date)
|
|
|
|
|
|
BROADFIN CAPITAL,
LLC
|
|
By:
/s/ Kevin Kotler
|
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(Signature)
|
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|
|
|
Kevin
Kotler, Managing Member
|
|
(Name/Title)
|
|
April
24, 2018
|
|
(Date)
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|
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|
|
BROADFIN
HEALTHCARE
MASTER
FUND, LTD.
By: /s/
Kevin Kotler
|
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(Signature)
|
|
|
|
|
|
Kevin
Kotler, Director
|
|
(Name/Title)
|
|
April
24, 2018
|
|
(Date)
|
|
|
|
|
|
By:
/s/ Kevin Kotler
|
|
(Signature)
|
|
|
|
|
|
Kevin
Kotler
|
|
(Name/Title)
|
The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence
of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT
A
Broadfin Capital, LLC
is the relevant entity for which Kevin Kotler may be considered a control person.
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